EXECUTIVE SERVICES AGREEMENT
THIS AGREEMENT effective as of the 30th day of August 2001, is
BETWEEN:
Auteo Media, Inc., a company incorporated under the laws of the State of Nevada
and having an office at 00000 00xx Xxx XX, Xxxxxxx, XX 00000 ("AUTM")
AND:
XXXXXX XXX XXXXXXX, of 00000 - 000xx Xxxxxx X.X., Xxxxxxxxxxx, Xxxxxxxxxx XXX
00000 ("Van Leeuwen")
WHEREAS Van Leeuwen will provide executive services to AUTM.
AND WHEREAS the parties wish to formalize their relationship with respect to the
executive services provided to AUTM by Van Leeuwen, on the terms and conditions
set forth in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises,
and of the covenants, agreements, and payments herein contained, the parties
hereto agree as follows:
RETAINER
1. AUTM hereby retains and engages Van Leeuwen to serve as Chief
Executive Officer and Chairman of AUTM and Van Leeuwen agrees to
serve AUTM in such capacities, upon the terms and subject to the
conditions contained herein during the initial term of this
Agreement. TERM
2. The initial term of this Agreement (the "Initial Term") shall be a
period of ten months commencing September 1, 2001, and ending July
1, 2002, subject to earlier termination in accordance with
paragraphs 9 or 15 of this Agreement.
3. If any party hereto gives written notice (the "Expiry Notice") to
the other party prior to July 1, 2002 that it wishes to terminate
this Agreement at the end of the Initial Term, this Agreement
shall terminate on July 1, 2002 under the terms and conditions set
forth in paragraph 9. If no party gives the others an Expiry
Notice, this Agreement shall automatically be renewed for a
further period of twelve (12) months ("Renewal Term") and
thereafter for successive four (4) month periods, unless an Expiry
Notice is provided in accordance with this paragraph 3 of at least
thirty days prior to the end of the month to which such Expiry
Notice relates or this Agreement is otherwise terminated (all
renewal years and months, in the aggregate, are collectively
referred to as the "Renewal Term") with Van Leeuwen serving as
Chairman or Chairman and Chief Executive Officer. The Initial Term
and the Renewal Term are collectively referred to as the "Term".
All terms and conditions for the Renewal Term shall be the same as
provided in this Agreement.
DUTIES
4. Subject to paragraph 5, as Chairman and Chief Executive Officer or
as Chairman, Van Leeuwen shall diligently and faithfully devote
such time and effort to the provision of executive services to
AUTM hereunder as are necessary to efficiently and competently
perform the executive services required by this Agreement under
the position he holds with AUTM. In particular, Van Leeuwen shall:
(a) fulfill the functions of Chairman and Chief Executive
Officer or Chairman of AUTM, and Van Leeuwen hereby agrees
to serve as such in accordance with this Agreement. In
connection with Van Leeuwen's office, he shall be
responsible for:
(i) establishment of strategic direction for AUTM;
(ii) obtaining financial support for AUTM;
(iii) instructing lawyers and auditors for AUTM;
(iv) direct AUTM's business development plans
(b) perform such other duties related to the ongoing operations
of AUTM as the Board of Directors of AUTM (the "Board") may
require and assign to him from time to time.
5. Van Leeuwen expressly acknowledges and agrees that
(a) Van Leeuwen shall not compete, directly or indirectly, with
AUTM or the business of AUTM for a period of one (1) year
after termination of this Agreement, unless this Agreement
has expired by its terms. The area of non-competition shall
include California, Washington and any other area where AUTM
conducts business. Van Leeuwen acknowledges that this
restriction is fair and reasonable as to both time and
geographic area.
(b) Van Leeuwen agrees to hold the shares of AUTM issued to him
pursuant to the Share Exchange Agreement, dated February 12,
2000, for a period of six (6) months.
MONTHLY SALARY
6. Unless otherwise agreed by the parties, AUTM shall pay to Van
Leeuwen and Van Leeuwen shall be entitled to receive, a salary
(the "Monthly Salary") of up to US$15,000 but not less than
US$10,000 as Van Leeuwen serves as Chairman and Chief Executive
Officer. Monthly Salary will be reduced to US$5,000 during the
Renewal Term if Van Leeuwen serves as Chairman and relinquishes
his position of Chief Executive Officer. The Monthly Salary shall
be payable consistent with the standard payroll practices of AUTM
and its affiliates.
STOCK OPTION
7. In addition to the Monthly Salary to be paid to Van Leeuwen
hereunder, from time to time with the consent of the Board and
subject to the rules and policies of the stock exchange or
exchanges on which the shares of AUTM are listed, Van Leeuwen
shall be granted an option by AUTM to purchase common shares of
AUTM in amounts and at an exercise price determined by the Board.
EXPENSES
8. In addition to all amounts agreed to be paid to Van Leeuwen
hereunder, AUTM shall reimburse Van Leeuwen for all reasonable
expense incurred by Van Leeuwen in the course of performing his
duties hereunder, provided that proper statements support such
expenses or vouchers supplied to AUTM. Additionally, Van Leeuwen
will remain on all benefit programs in place with AUTM during the
Renewal Term paid in accordance with standard benefit practices of
AUTM and its affiliates.
TERMINATION PRIOR TO EXPIRATION OF TERM
9. AUTM may terminate this Agreement without further obligations or
liability in the following circumstances:
(a) for any event found to be illegal or in direct violation of
the Terms of this Agreement by a Court of Law ("Cause"),
immediately and without any notice;
(b) in the event of the death of Van Leeuwen, immediately and
without any notice; and
(c) at any time during the Term:
(i) upon AUTM providing Van Leeuwen with a period of 4
months notice in writing of its intent to terminate;
and
(ii) upon payment (in lieu of notice) by AUTM to Van
Leeuwen of an amount equal to 12 times the Monthly
Salary then in effect.
Upon termination of this Agreement by AUTM for any reason other than Cause, any
and all monies owed to Van Leeuwen in the form of Monthly Salary, loans,
deferred income or other shall be paid in full within thirty days after the end
of the Term or under terms acceptable to Van Leeuwen.
CONFIDENTIAL INFORMATION
10. For the purposes of this Agreement, the term "Confidential
Information and Materials" includes all information, development
plans, software code and materials presently belonging to, used
by, or in the possession of AUTM, relating to any companies,
businesses or other assets in which it has an interest and all
information and materials which in the future will belong to, be
used by or come into the possession of AUTM relating to any
companies, businesses or other assets, other than such information
as is already generally known any companies, businesses at large.
11. Van Leeuwen acknowledges that all of the Confidential Information
and Materials are, and will continue to be, the exclusive property
of AUTM, whether or not prepared in whole or in part by Van
Leeuwen and whether or not disclosed or entrusted to the custody
of Van Leeuwen.
12. Van Leeuwen will not disclose, except as required by law, and
Confidential Information and Materials of AUTM, in whole or in
part, to any person or other entity, for any reason or purpose
whatsoever, unless first authorized to do so by AUTM. Van Leeuwen
will not use the Confidential Information and Materials of AUTM
for his own purpose or for the benefit of any other person or
entity except AUTM, whether such use consists of duplication,
removal, oral use or disclosure, the transfer of any Confidential
Information and Materials in any manner, or any other unauthorized
use, unless AUTM shall have given it prior consent to such use.
13. Upon termination of this Agreement, for whatever reason, Van
Leeuwen will immediately surrender to AUTM all of AUTM's property
and other things of value in his possession or in the possession
of any person or other entity under his control which relates
directly or indirectly to any Confidential Information and
Materials or to the business of operations of AUTM.
14. The provisions of paragraphs 9, 10, 11, 12 and 13 and of this
paragraph 14 will survive the termination of this Agreement.
SIGNIFICANT CHANGE
15. In the event of:
(a) a take-over bid which is successful in acquiring common
shares of AUTM;
(b) the sale of all or substantially all of the assets of AUTM;
(c) the sale, exchange or other disposition of a majority of the
outstanding shares of AUTM in a single transaction or series
of related transactions;
(d) the termination of AUTM's business or the liquidation of its
assets; or
(e) the merger or amalgamation of AUTM in a single transaction
or series of transactions in which AUTM's shareholders
receive less than 51 percent of the outstanding shares of
the new or continuing corporation; (each a "Triggering
Event"), then, at the option of Van Leeuwen exercisable at
any time within 90 days after the date of the Triggering
Event, Van Leeuwen may:
(i) elect to continue his retainer by AUTM in accordance
with the terms of this Agreement, or
(ii) give notice in writing to AUTM that this Agreement has
been terminated, in which event AUTM will pay to Van
Leeuwen the amount provided in paragraph 10(c)(ii) of
this Agreement.
NOTICE
16. All notices or payments required or permitted to be given
hereunder shall be in writing and shall be delivered personally at
the addresses set forth on page 1 hereof or at such other
addresses as may be from time to time be notified in writing by
the parties hereto. Any notice delivered shall be deemed to have
been given and received at the time of delivery.
ASSIGNMENT
17. Van Leeuwen acknowledges that the services to be provided to AUTM
under the terms of this Agreement are unique and personal, and
accordingly Van Leeuwen may not assign any of his rights or
delegate any of his duties or obligations under this Agreement
without the prior written consent of AUTM such consent to be in
the sole and arbitrary discretion of the Board. AUTM may not
assign this Agreement.
MISCELLANEOUS
18. This Agreement endures to the benefit of and is binding upon the
parties hereto and their respective heirs, personal
representatives and successors, and, in the case of Van Leeuwen,
his permitted assigns.
19. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada. Any dispute under this
Agreement shall be resolved exclusively by binding, final
non-appealable arbitration under the commercial arbitration rules
of the American Arbitration Association.
20. Time is of the essence of this Agreement.
21. This Agreement may be signed in counterparts, each of which so
signed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument.
22. This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supercedes all
previous agreements and understandings including, without
limitation, the Share Exchange Agreement, dated February 12, 2000,
between the parties hereto and the previous Executive Services
Agreement, dated March 1, 2000.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
August 30, 2001, with effect as of the day and year first above written. Auteo
Media, Inc.
Per:
Authorized Signatory
Signed, Sealed and Delivered )
By XXXXXX XXX XXXXXXX in the presence of: )
)
)
)
)
) XXXXXX XXX XXXXXXX
